Exhibit 10.3


 


AMENDED AND RESTATED WARRANT AGREEMENT


 





THIS AMENDED AND RESTATED
WARRANT AGREEMENT (the “Agreement” or “Warrant Agreement”),
dated as of November 19, 2018, is between ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant
Agent”).




 


WHEREAS, on October
10, 2018, ARYA Sciences Holdings, a Cayman Islands exempted limited company (the “Sponsor”),
purchased 5,953,125 warrants, bearing the legend set forth in Exhibit B hereto (the “Private
Placement Warrants”), pursuant to a Private Placement Warrants Purchase Agreement (the “Private
Placement Warrants Purchase Agreement”); and


 


WHEREAS, the Company
may issue up to an additional 1,500,000 Warrants, which will be identical to the Private Placement Warrants, in consideration
of certain working capital loans that may be made by the Sponsor or the Company’s officers, directors or affiliates; and


 


WHEREAS, the Company
completed an initial public offering (the “Public Offering”) of units,
each unit comprised of one Class A Ordinary Share (as defined below) and one-half of one Public Warrant (as defined below) (the
“Units”) and, in connection therewith, issued and delivered 7,187,500
Warrants (the “Public Warrants” and, together with the Private Placement
Warrants, the “Warrants”) to the public investors, each such whole
Warrant evidencing the right of the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per
share (“Class A Ordinary Share(s)”), for $11.50 per whole share, subject
to adjustment as described herein; and


 


WHEREAS, a  Registration
Statement on Form S-1 (No. 333-227283) (the “Registration Statement”)
containing a prospectus (the “Prospectus”) for the registration, under
the Securities Act of 1933, as amended (the “Act”), of, among other
securities, the Warrants filed by the Company with the Securities and Exchange Commission (the “Commission”)
has been declared effective; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company
and the Warrant Agent previously entered into a Warrant Agreement on October 10, 2018 (the “Initial Warrant Agreement”),
providing for the form and provisions of the Warrants, the terms upon which they were issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, the Company
and the Warrant Agent now desire to amend and restate the Initial Warrant Agreement solely to provide for an amendment to Section
4.5 to conform to the description thereof in the Prospectus, in accordance with clauses (ii) and (iii) of Section 9.8;
and




 


WHEREAS, all acts
and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 






     


     


    

 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of
Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company
for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form of Warrant.
Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of
which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors
or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s
seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity
in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had
not ceased to be such at the date of issuance.


 


2.2 Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof,
may be issued as part of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through
the Warrant Agent and/or the facilities of The Depository Trust Company (the “Depositary”)
or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or by an authorized
committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly
countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3 Effect of Countersignature.
Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4 Registration.


 


2.4.1 Warrant Register.
The Warrant Agent shall maintain books (“Warrant Register”) for the
registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company.


 


2.4.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and
the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (a “registered
holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.


 






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2.5 Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the
52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business
Day”), then on the immediately succeeding Business Day following such date, or earlier with the consent of Jefferies
LLC, as representative of the several underwriters of the Public Offering (the “Representative”),
but in no event will the Representative allow separate trading of the securities comprising the Units until (A) the Company has
filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company
of the gross proceeds of the Public Offering, including the proceeds received by the Company from the exercise of the underwriters’
over-allotment option in the Public Offering, and (B) the Company issues a press release and files with the Commission a Current
Report on Form 8-K announcing when such separate trading shall begin. After the consummation of an initial Business Combination,
all Warrants will automatically begin separate trading.


 


2.6 Private Placement
Warrant Attributes. The Private Placement Warrants will be issued in the same form as the Public
Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s
option, in either case as long as the Private Placement Warrants are held by the initial purchasers or their affiliates and permitted
transferees (as prescribed in Section 5.6 hereof). Once a Private Placement Warrant is transferred to a holder other than an affiliate
or permitted transferee, it shall be treated as a Public Warrant hereunder for all purposes.


 


3. Terms and Exercise
of Warrants


 


3.1 Warrant Price.
Each whole Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the number of Class A Ordinary Shares stated therein,
at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section
3.1. The term “Warrant Price” as used in this Warrant Agreement refers
to the price per share at which the Class A Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in
its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not
less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice
of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied consistently
to all of the Warrants.


 


3.2 Duration of
Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) commencing on the later of (i) 30 days after the consummation by the Company of its initial merger,
share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses
or entities (the “Business Combination”) (as described more fully
in the Registration Statement) or (ii) 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York
City time on the earlier to occur of (a) five years from the consummation of the Business Combination and (ii) the Redemption
Date as provided in Section 6.2 hereof (in each case, the “Expiration Date”).
Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior
written notice of any such extension to registered holders of the Warrants and, provided further that any such extension shall
be identical in duration among all the Warrants.


 






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3.3 Exercise of
Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be
exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, together with (i) an election to purchase form, duly executed, electing to exercise such Warrants, as set forth
in the Warrant, and (ii) payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrants for the Ordinary
Shares and the issuance of such Ordinary Shares, as follows:


 


(a) by
good certified check or good bank draft payable to the order of the Warrant Agent; or


 


(b) in
the event of a redemption pursuant to Section 6 hereof in which the Company has elected to force all holders of Warrants to exercise
such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class A Ordinary Shares equal
to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied
by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market
Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average last reported
sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which
the notice of redemption is sent to the holders of Warrants pursuant to Section 6 hereof; or


 


(c) with
respect to any Private Placement Warrants, so long as such Private Placement Warrants are held by the initial purchasers of the
Private Placement Warrants or their permitted transferees, by surrendering such Warrants for that number of Class A Ordinary Shares
equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied
by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value;
provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise
price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average last reported
sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date of exercise;
or


 


(d) in
the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) days after
the closing of the Business Combination, by surrendering such Warrants for that number of Class A Ordinary Shares equal to the
quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by
the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value;
provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise
price. Solely for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last
sale price of the Class A Ordinary Shares for the ten (10) trading days ending on the day prior to the date of exercise.


 






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3.3.2 Issuance of
Certificates. As soon as practicable after the exercise of any Warrant and the clearance of
the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a book-entry
position or certificate, as applicable, for the number of Class A Ordinary Shares to which he is entitled, registered in such
name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry
position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall
be exercisable and the Company shall not be obligated to issue Class A Ordinary Shares upon exercise of a Warrant unless the Class
A Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities
laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding
sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant
and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants
shall have paid the full purchase price for the Unit solely for the Class A Ordinary Shares underlying such Unit. Warrants may
not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.


 


3.3.3 Valid Issuance.
All Class A Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.


 


3.3.4 Date of Issuance.
Each person in whose name any such book-entry position or certificate, as applicable, for Class A Ordinary Shares is issued shall
for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book-entry
position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery
of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when
the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have
become the holder of such shares at the close of business on the next succeeding date on which the share transfer books or book-entry
system are open.


 






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3.3.5 Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this
subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not affect the exercise of the holder’s Warrant, and such holder
shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9%
or 9.8% (as specified by the Holder) (the “Maximum Percentage”) of
the Class A Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of Class A Ordinary Shares beneficially owned by such person and its affiliates shall include the number
of Class A Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being
made, but shall exclude Class A Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion
of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preference shares or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of issued and outstanding Class A Ordinary Shares,
the holder may rely on the number of issued and outstanding Class A Ordinary Shares as reflected in (1) the Company’s most
recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Securities
and Exchange Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the
Company or Continental Stock Transfer & Trust Company setting forth the number of Class A Ordinary Shares outstanding. For
any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days,
confirm orally and in writing to such holder the number of Class A Ordinary Shares then outstanding. In any case, the number of
issued and outstanding Class A Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Class
A Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease
the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1 Share Dividends
- Split Ups. If after the date hereof, the number of issued and outstanding Class A Ordinary
Shares is increased by a share dividend payable in Class A Ordinary Shares, or by a split up of Class A Ordinary Shares, or other
similar event, then, on the effective date of such share dividend, split up or similar event, the number of Class A Ordinary Shares
issuable on exercise of each Warrant shall be increased in proportion to such increase in issued and outstanding Class A Ordinary
Shares.


 


4.2 Aggregation
of Shares. If after the date hereof, the number of issued and outstanding Class A Ordinary Shares
is decreased by a consolidation, combination, reverse share split or reclassification of Class A Ordinary Shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event,
the number of Class A Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in
issued and outstanding Class A Ordinary Shares.


 






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4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall
pay a cash dividend or make a distribution in cash, securities or other assets to the holders of the Class A Ordinary Shares or
other shares of the Company’s capital stock into which the Warrants are convertible (an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such
Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s Board of Directors,
in good faith) of any securities or other assets paid on each Class A Ordinary Shares in respect of such Extraordinary Dividend;
provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any
adjustment described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share
basis with all other cash dividends and cash distributions paid on the Class A Ordinary Shares during the 365-day period ending
on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of
the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of Class A Ordinary Shares issuable on exercise of each Warrant) but only
with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) any
payment to satisfy the conversion rights of the holders of the Class A Ordinary Shares in connection with a proposed initial Business
Combination or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its
failure to consummate the Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants
are outstanding and unexpired, pays a cash dividend of $0.35 per share and previously paid an aggregate of $0.40 of cash dividends
and cash distributions on the Class A Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35
per share dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 per
share dividend, by $0.25 (the absolute value of the difference between $0.75 per share (the aggregate amount of all cash dividends
and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 per share (the greater of
(x) $0.50 per share and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period
prior to such $0.35 dividend)).


 


4.4 Adjustments
in Exercise Price. Whenever the number of Class A Ordinary Shares purchasable upon the exercise
of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent)
by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number
of Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator
of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter.


 






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4.5 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of
the issued and outstanding Class A Ordinary Shares (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely
affects the par value of the Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the issued and outstanding Class A Ordinary Shares), or in the case of any
sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares
of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received
if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also
results in a change in the Class A Ordinary Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant
to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5; provided,  that if less than 70% of the consideration receivable
by the holders of the Ordinary Shares in the applicable event is payable in the form of ordinary shares in the successor entity
that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to
be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant
within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to
a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to
the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the
Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the
Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes
of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each
Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period
ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day
volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement
of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal
to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders
of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases,
the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event. In no event will the Warrant Price be reduced to less than the par value
per share issuable upon exercise of such Warrant. The provisions of this Section 4.5 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


 


4.6 Notices of
Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant
Price resulting from such adjustment and the increase or decrease, if any, in the number of Class A Ordinary Shares purchasable
at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any
such event, the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the
Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall
not affect the legality or validity of such event.


 






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4.7 No Fractional
Warrants or Shares. No fractional Warrants will be issued hereunder. Additionally, notwithstanding
any provision contained in this Warrant Agreement to the contrary, the Company shall not issue fractional Class A Ordinary Shares
upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise,
round down to the nearest whole number of Class A Ordinary Shares to be issued to such Warrant holder.


 


4.8 Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this
Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9 No Adjustment.
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the
conversion ratio of the Company’s Class B ordinary shares into Class A Ordinary Shares or the conversion of Class B ordinary
shares into Class A Ordinary Shares, in each case pursuant to the Company’s amended and restated memorandum and articles
of association, as amended from time to time, or for the issuance of Class A Ordinary Shares at a per share price less than the
Warrant Price.


 


5. Transfer and Exchange
of Warrants.


 


5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding
Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall
be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2 Procedure for
Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written
request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement
Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent
has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants
must also bear a restrictive legend.


 


5.3 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or
exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a Warrant, except
as a part of the Units.


 






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5.4 Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver,
in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section
5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf
of the Company for such purpose.


 


5.6 Private Placement
Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants until
30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners
of the Sponsor or their affiliates, or any affiliates of the Sponsor, (ii) in the case of an individual, by gift to a member of
the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate
family, an affiliate of such person or to a charitable organization, (iii) in the case of an individual, by virtue of laws of
descent and distribution upon death of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations
order, (v) by private sales or transfers made in connection with the Business Combination at prices no greater than the price
at which the Private Placement Warrants were originally purchased, (vi) by virtue of the holder’s organizational documents
upon liquidation or dissolution of the holder, (vii) to the Company for no value for cancellation in connection with the consummation
of the Business Combination, (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination,
or (ix) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all
of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property
subsequent to the completion of a Business Combination, in each case (except for clause (vii) or with the prior written consent
of the Company) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written
documentation pursuant to which each transferee or the trustee or legal guardian for such transferee (the “permitted
transferees”) agrees to be bound by the terms of the Private Placement Warrants Purchase Agreement.


 


6. Redemption.


 


6.1 Redemption.
Subject to Section 6.4 hereof, all but not less than all of the outstanding Public Warrants may be redeemed, at the option of
the Company, at any time while they are exercisable and prior to their expiration (so long as there is a current registration
statement in effect with respect to the Class A Ordinary Shares underlying the Warrants), at the office of the Warrant Agent,
upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the last sales price of the Class A Ordinary Shares equals or exceeds $18.00 per share
(subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading
day period ending on the third business day prior to the date on which notice of redemption is given.


 


6.2 Date Fixed
for, and Notice of, Redemption. In the event that the Company shall elect to redeem all of the
Public Warrants, the Company shall fix a date for the redemption (the “Redemption Date”).
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption
Date to the registered holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the
registered holder received such notice.


 






    10


     


    

 


6.3 Exercise After
Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless
basis” in accordance with Section 3 hereof) at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders
of Public Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption
will contain the information necessary to calculate the number of Class A Ordinary Shares to be received upon exercise of the
Warrants, including the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the
Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4 Exclusion of
Private Placement Warrants. The Company agrees that the redemption rights provided in this Section
6 shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue
to be held by the initial purchasers or their permitted transferees. However, once such Private Placement Warrants are transferred
(other than to permitted transferees under Section 5.6), the Company may redeem the Private Placement Warrants, provided that
the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the
Private Placement Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants that are transferred to persons
other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants
under this Agreement.


 


7. Other Provisions
Relating to Rights of Holders of Warrants.


 


7.1 No Rights as
Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of
a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise
any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or
the election of directors of the Company or any other matter.


 


7.2 Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the
Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall,
in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date
as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by
anyone.


 


7.3 Reservation
of Class A Ordinary Shares. The Company shall at all times reserve and keep available a number
of its authorized but unissued Class A Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.


 






    11


     


    

 


7.4 Registration
of Class A Ordinary Shares. The Company agrees that as soon as practicable, but in no event
later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its reasonable best efforts
to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the Class
A Ordinary Shares issuable upon exercise of the Warrants, and it shall use its reasonable best efforts to take such action as
is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company, the
Class A Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will
use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement
until the expiration of the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees to use
its reasonable best efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant
holders to the extent an exemption is not available. If any such registration statement has not been declared effective by the
60th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning
on the 61st day after the closing of the Business Combination and ending upon such registration statement being declared effective
by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective
registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants
on a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent
with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i)
the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the
Act and (ii) the Class A Ordinary Shares issued upon such exercise are transferable without registration under the Act by any
holder which (a) is not an “affiliate” of the Company as defined in Rule 144(a)(1) under the Securities Act, (b) has
not been such an “affiliate” within three months of such transfer, (c) has not acquired such Class A Ordinary shares
within one year of such transfer, and (iii) will not be required to bear a restrictive legend. For the avoidance of any doubt,
unless and until all of the Warrants have been exercised on a cashless basis or have expired, the Company shall continue to be
obligated to comply with its registration obligations under the first three sentences of this Section 7.4.


 


8. Concerning the
Warrant Agent and Other Matters.


 


8.1 Payment of
Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed
upon the Company or the Warrant Agent in respect of the issuance or delivery of Class A Ordinary Shares upon the exercise of Warrants,
but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2 Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may
resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice
in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise,
the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make
such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the
holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of
a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State of New York, in good standing, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After
appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or
deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge,
and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant
Agent all such authority, powers, rights, immunities, duties, and obligations.


 






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8.2.2 Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall
give notice thereof to the predecessor Warrant Agent and the transfer agent for the Class A Ordinary Shares not later than the
effective date of any such appointment.


 


8.2.3 Merger or Consolidation
of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it
may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further act.


 


8.3 Fees and Expenses
of Warrant Agent.


 


8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will
reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its
duties hereunder.


 


8.3.2 Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.4 Liability of
Warrant Agent.


 


8.4.1 Reliance on
Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant
Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the
Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 






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8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable,
documented counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result
of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.


 


8.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Class A Ordinary Shares to be issued pursuant to this Agreement or any
Warrant or as to whether any Class A Ordinary Shares will, when issued, be valid and fully paid and nonassessable.


 


8.5 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees
to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company
with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent
for the purchase of Class A Ordinary Shares through the exercise of Warrants.


 


9. Miscellaneous
Provisions.


 


9.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2 Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


ARYA Sciences Acquisition Corp.

51 Astor Place, 10th Floor

New York, NY 10003

Attn: James Mannix, Secretary


 






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Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant
Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by
the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Compliance Department


 


with a copy in each
case to:


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn: Christian O. Nagler


 


and


 


Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue, Suite 1400

Palo Alto, California 94301

Attn: Gregg A. Noel, Esq.


 


and


 


Jefferies LLC

520 Madison Avenue, 2nd Floor

New York, NY 10022

Attn: General Counsel


 


9.3 Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall
be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.


 


9.4 Persons Having
Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied
from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the registered holders of the Warrants any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the registered holders of the Warrants.


 






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9.5 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times
at the office of the Warrant Agent in the United States, for inspection by the registered holder of any Warrant. The Warrant Agent
may require any such holder to submit his Warrant for inspection by it.


 


9.6 Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7 Effect of Headings.
The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation
thereof.


 


9.8 Amendments.


 


This Agreement may
be amended by the parties hereto without the consent of any registered holder or any other party for the purpose of: (i) curing
any ambiguity, (ii) curing, correcting or supplementing any defective provision or mistake contained herein, (iii) adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the registered holders, and (iv) adjusting the Warrant Price
in accordance with the terms hereof.


 


All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms
of only the Private Placement Warrants, shall require the written consent or vote of the registered holders of at least 50% of
the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration
of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders.


 


9.9 Trust Account
Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed
against the trust account established by the Company in connection with the Public Offering (as more fully described in the Registration
Statement) (“Trust Account”), including by way of set-off, and shall
not be entitled to any funds in the Trust Account under any circumstance. In the event that the Warrant Agent has a claim against
the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company and not against the property
held in the Trust Account.


 


9.10 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 




    16


     


    

 


IN WITNESS WHEREOF,
this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	ARYA SCIENCES ACQUISITION CORP.
	 	 	 
	 	By:	/s/ James Mannix
	 	Name:	James Mannix
	 	Title:	Secretary
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Steven Vacante
	 	Name:	Steven Vacante
	 	Title:	Vice President


 


 




     


     


    

 


EXHIBIT A


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 





 



 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR

TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


ARYA SCIENCES ACQUISITION CORP.


 


A Cayman Islands Exempted Company


 


CUSIP [●]


 


Warrant Certificate


 


This Warrant
Certificate certifies that, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A ordinary shares,
$0.0001 par value (“Ordinary Shares”), of ARYA Sciences Acquisition
Corp., a Cayman Islands exempted company (the “Company”). Each Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the
Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate
and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set
forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the
meanings given to them in the Warrant Agreement.


 


Each Warrant is initially
exercisable for one fully paid and non-assessable Ordinary Share. The number of Ordinary Shares issuable upon exercise of the
Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise
Price per Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.


 






    A-1


     


    

 


Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts
of laws principles thereof.


 


	 	ARYA SCIENCES ACQUISITION CORP.
	 	 	 
	 	By:	                                      
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    A-2


     


    

 


[FORM OF WARRANT CERTIFICATE]


 


[REVERSE]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary
Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of October 10, 2018 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a
New York corporation, as warrant agent (the “Warrant Agent”), which
Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder”
meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the
meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant
Agreement.


 


The Warrant Agreement
provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be
entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole
number of Ordinary Shares to be issued to the holder of the Warrant.


 


Warrant Certificates,
when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by
legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith.


 


The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of
the Company.


 




    A-3


     


    

 


ELECTION TO PURCHASE


 


(TO BE EXECUTED UPON EXERCISE OF WARRANT)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders
payment for such Ordinary Shares to the order of ARYA Sciences Acquisition Corp. (the “Company”)
in the amount of $[●] in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary
Shares be registered in the name of [●], whose address is [●] and that such Ordinary Shares be delivered to whose
address is [●]. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of
[●], whose address is [●] and that such Warrant Certificate be delivered to [●], whose address is [●].


 


In the event that
the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that
the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that
the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number
of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that
the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary
Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such Ordinary Shares be registered in the name of [●], whose address is [●] and that such Warrant Certificate
be delivered to [●], whose address is [●].


 


[Signature Page Follows]


 




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Date: _____________, 20__


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)


 


	Signature Guaranteed:	 
	 	 
	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULE).


 


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EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ARYA SCIENCES ACQUISITION CORP. (THE “COMPANY”),
ARYA SCIENCES HOLDINGS AND THE OTHER INDIVIDUALS PARTY THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD
OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS
COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED
IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER
A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 








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